Attachment Ownership

This document pretains to ITC-T/C-20040702-00261 for Transfer of Control on a International Telecommunications filing.

IBFS_ITCTC2004070200261_383193

                          K R A S K I N, M OORMAN    & C O S S O N, LLC
                                      ATTORNEYS     AT   LAW

2120 L Street, N.W., Suite 520                                            Telephone (202) 296-8890
Washington, D.C. 20037                                                    Telecopier (202) 296-8893




July 20, 2004



Marlene H. Dortch, Secretary
Federal Communications Commission
445 12th St., S.W.
Washington, D.C. 20554

                                     Re:     Oregon Farmers Mutual Telephone Company and
                                             Northwest Missouri Holdings, Inc., et al.
                                             Application for Transfer of Control

Dear Ms. Dortch:

       In response to requests from the Commission=s staff, Applicants Oregon Farmers Mutual
Telephone Company and Northwest Missouri Holdings, Inc., provide the following additional
information with respect to their Domestic and International Applications for Transfer of Control:

Section 63.04(a)(4)    Ownership

        As stated in the application, Northwest Missouri Holdings, Inc. will, upon closing of the
transaction, be owned 49% by American Broadband Communications, Inc., and 51% by Signal
Equity Partners II, L.P.1 Further information regarding these entities is as follows:

       American Broadband Communications, Inc.                 10% Owners:

                William Tucker 52%
                Citizenship: US
                Residence: Maryland
                No other communications holdings

                Patrick Eudy 35%
                Citizenship: US
                Residence: North Carolina


       1
                The application identified the 51% owner as Signal Equity Partners, the complete
identification is as stated above.



                                                1


              60% Owner of Dialog Telecommunications, a Competitive Local Exchange Carrier
              operating in Kentucky, Mississippi and North Carolina

        American Broadband Communications, Inc. has a 40% interest in American Georgetown,
Inc., which, in turn, owns 100% of Georgetown Telephone Company, an Incumbent Local Exchange
Carrier in Mississippi. Signal Equity Partners, II, L.P. owns the remaining 60% of American
Georgetown.

       Signal Equity Partners II, L.P.

              General Partner        Signal Equity Advisors II, LLC, (2.94%)

                      Signal Equity Advisors II, LLC      10% Owners

                      Timothy P. Bradley    23.3%
                      Brooklyn, N.Y.
                      Citizenship, U.S.

                      Alfred J. Puchala, Jr. 22.3%
                      Westport, CT
                      Citizenship, U.S.

                      Christian Nolen       19.6%
                      Watertown, MA
                      Citizenship, U.S.

                      Malcolm C. Nolen      19.6%
                      New York, NY
                      Citizenship, U.S.

                      Charles T. Lake II    11.2%
                      New York, NY
                      Citizenship, U.S.

              10% Limited Partners

                      Garden House, LLC 58.9%
                      New York, NY

                              Garden House, LLC 10% Owner

                              Eliot Nolen, New York, NY, U.S. citizen, owns approximately 95%
                              of Garden House and does not own or control other communications
                              businesses.


                      Eurazeo       23.5%
                      Paris, France
                      Eurazeo indirectly owns 15.2% of Eutelsat that it holds through a 66%

                                               2


                       interest in BlueBirds, which has a 23% interest in Eutelsat.2 Eutelsat provides
                       communications services in Europe and the Indian Ocean region.
                       Eurazeo also owns a 11% interest in Distacom, which owns companies
                       providing mobile telephone service in Hong Kong and India

                       Burden Direct Investment Fund III 11.76%
                       New York, NY
                             Does not own or control other communications businesses

Section 63.03          Request for Streamlined Processing

        The application is entitled to a presumption of applicability of the streamlined procedures
pursuant to Sections 63.03(b)(2)(ii) and (iii). At the close of the transaction, Northwest Missouri
Holdings, Inc., together with all of its affiliates, will have a less than 10% share of the interstate,
interexchange market. With respect to Section 63.03(b)(2)(ii), Dialog Telecommunications, a non-
dominant carrier provides services exclusively outside the geographic area where the dominant
carrier, Oregon Farmers Mutual Telephone Company is dominant. With respect to Section
63.03(b)(2)(ii), the applicant Oregon Farmers Mutual Telephone Company and Northwest Missouri
Holdings, Inc.’s affiliate Georgetown Telephone Company together have fewer than two (2) percent
of the nation’s subscriber lines and there are no overlapping or adjacent service areas.


Section 63.12          Request for Streamlined Processing

        The application is entitled to streamlined processing under Section 63.12(c) because neither
applicant Northwest Missouri Holdings, Inc. nor applicant Oregon Farmers Mutual Telephone
Company is affiliated with a foreign carrier. Oregon Farmers Mutual Telephone Company has no
relationship whatever with a foreign carrier. Although there will indirect ownership relationships
between Northwest Missouri Holdings, Inc. and Eutelsat and with the mobile carriers owned by
Distacom, these relationships do not amount to affiliation as defined in Section 63.09(e) and neither
Eutelsat nor Distacom owns facilities in Missouri.




       2
                See, http://www.eurazeo.com/gb/investissement/investissements_type.htm

                                                  3


                            Respectfully submitted


                            Northwest Missouri Holdings, Inc.
                            Oregon Farmers Mutual Telephone Company, et al.
                            Oregon Farmers Mutual Long Distance, Inc.
                            Robert D. Williams
                            Randy D. Williams
                            Katherine E. Williams


                            By
                                   David Cosson
                                   Kraskin, Moorman & Cosson, LLC
                                   Counsel to Applicants

cc:

Julie Veach (e-mail)
Kimberly Jackson (e-mail)
Susan O’Connell (e-mail)




                                      4



Document Created: 2004-07-22 10:20:13
Document Modified: 2004-07-22 10:20:13

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